TradeStation SPAC Presentation Deck
Transaction Overview
Pro Forma Ownership (mm shares)(1)(2)(3)(4)(8)
Quantum SPAC Shareholders (2)
Quantum Sponsor Shares (3)
Trade Station Shareholder (Monex)(4)(5)
PIPE Lead Investor (5)(6)
Additional PIPE Investors (5)(6)
Total
41
Valuation Summary ($mm)(1)(2)(3)(4)(6)
Pre-Money Equity Value
Plus: SPAC Shareholders
Plus: Sponsor Shares
Plus: Monex PIPE Shares
Plus: PIPE Lead Investor Shares
Plus: Additional PIPE Investor Shares
Pro Forma Equity Value
Less: New Cash on Balance Sheet
Plus: Net Debt
20.9
2.6
134.8
5.5
1.7
165.4
12.6%
1.6%
81.5%
3.3%
1.0%
100.0%
$1,297.5
$208.8
$26.2
$50.0
$55.0
$16.5
$1,654.0
($271.3)
$45.3(7)
Illustrative Sources and Uses ($mm)(1)(2)(3)(4)(6)
Sources:
TradeStation Shareholder (Monex)
SPAC Cash in Trust
Monex PIPE Investment
PIPE Lead Investment
Additional PIPE Investment
Total Sources
(2)
(3)
Does not include 798,894 shares in aggregate that will be subject to certain earn-out conditions or 1,610,554 shares that Sponsor
will forfeit at the closing. See Note 2 above for details regarding such earn-out conditions.
(4)
Includes Monex PIPE investment for 5mm shares. Does not include an additional 34.1mm shares in aggregate that could be issued
to Monex if certain earn-out conditions are met. See Note 2 above for details regarding such earn-out conditions.
(5)
Does not include shares potentially issued to non-Monex PIPE investors pursuant to a make-whole provision, whereby the investor
will be issued additional shares such that they are made whole on the dollar amount of their original investment based on the
lower of the 10-day VWAP ending on the 60th trading day following the effectiveness of the resale resignation statement and the
VWAP for such 60 trading day period, if either is less than $10.00, with a floor of $6.50.
Uses:
Equity Consideration to Monex
Cash Retained on Balance Sheet (²)
Estimated Transaction Costs
Total Uses
(1) Assumes $10 per share, excluding incentive shares (see footnotes 2 and 6), no post-closing change of control and does not include (6)
impact of dilution from warrants. In addition, does not include equity plans or compensation.
Includes 750,000 shares distributed to non-redeeming public shareholders and assumes no shareholder redemptions.
$1,297.5
$201.3
$50.0
$50.0
$15.0
$1,613.8
$1,428.0
Pro Forma Enterprise Value
Note 1: This page contains forward-looking statements that reflect TradeStation's assumptions, plans, estimates and beliefs and involve numerous risks and uncertainties. Please see pages 1 - 3 for information regarding non-GAAP financial measures and forward-
looking statements and this Appendix for various relevant assumptions. Actual results may differ materially from those contained in any forward-looking statements.
Note 2: The earn-out conditions relating to Monex and SPAC Sponsor shares described in the footnotes below allow vesting of 50% of the shares subject to earn out upon a sustained VWAP of $12.50 (see footnote 8 for a definition of sustained) and vesting of the
remaining 50% of such shares upon a sustained VWAP of $15.00, in each case over a five-year period. In the event that these earn-out conditions are not met within such five-year period, the right to receive such shares will be forfeited.
$1,297.5
$271.3
$45.0
$1,613.8
Third-party PIPE investors committing $5mm or more to receive 10% of their commitment as incremental incentive shares
(assumed to be 650,000 incremental incentive shares).
(7)
As of 6/30/21, total debt of $228mm and cash of $118mm (net debt also excludes $65mm of firm assets available for lending
related to the crypto lending business which are funded with Monex loans).
(8)
Over 80% of shares post closing are subject to lock-ups. Monex Group lock-up: one third of shares until earlier of 12 months and
sustained $12.50 last reported sale price; one-third until earlier of 24 months and sustained $15.00 last reported sale price; and
one-third until earlier of 36 months and sustained $17.50 last reported sale price. Monex's PIPE shares are not subject to this lock-
up. Sponsor lock up: until earlier of 12 months and sustained $12.50 last reported sale price. Lock-ups subject to customary
permitted transferee exceptions. With respect to any stock price, sustained means the specified price (or higher) is the price for 20
out of any 30 consecutive trading days.
BView entire presentation